1.    INTRODUCTION

The purpose of this code is to be a tool describing the ethical principles to which the Company is committed, and is intended to affect behaviour and the company culture within the Company.  

 2.    PURPOSE

The purpose of the Ethical Guidelines is to provide basic principles for behavior and business practice.  

Adherence to these Ethical Guidelines is a prerequisite to maintain a good standing and trust in the market and shall ensure that our conduct complies with relevant legislation and our core values both internally and externally. We shall treat other people with dignity and respect and maintain a good reputation as a trustworthy business partner.  

3.    APPLICABILITY AND SCOPE  

This  Policy applies to all entities within the Company, including all co-workers. It is the managers responsibility to ensure that the Policy is distributed and made available to all co-workers and to ensure compliance with the Policy.

4.    DEFINITIONS

Business Associates
Customers, suppliers, partners, agents and other intermediaries, and all other parties to which SEAONICS has a business relation.

Co-workers  
Board members, managers, employees, hired personnel, consultants, agents and all other third parties acting on behalf of the Company or representing the Company’s interests.

Company
SEAONICS AS and its subsidiaries and affiliated companies in which SEAONICS AS indirectly or directly has majority control. 

Policy  
These ethical guidelines and codes of conduct  

Public Officer 
Any official or employee of any government, or any other public body or unit, as well as employees in publicly owned or controlled enterprises, and any person acting as a public officer for or on behalf of a government or public authority, a public international organisation, political party or candidates for political office.

5.    LEGISLATION 

This Policy is governed by the local law, regulations and rules applicable in the country in which the entity in question within the SEAONICS company  is located – i.a. if a co-worker in Poland is seeking guidance in this Policy the co-worker shall also bear in mind that the Policy will be governed by applicable Polish law, regulations and rules.” 

6.    OVERALL GUIDING PRINCIPLE   

SEAONICS business is built on our Values and respecting the law, the culture and the dignity and rights of individuals, in all countries in which the company operates.  Each Co-worker is responsible for implementing the “RED” values through his or hers conduct.   

• Relationships: Building genuine and strong relationship with customer, suppliers and colleagues. Our relationships are based on our ethical standards. 
• Execution: We do what it takes to deliver projects on time, quality and budget, without compromising anyone’s safety or the environment. 
• Dynamic: We always take initiative and challenge the status quo to find a better solution. 

7.     BUSINESS CODE OF CONDUCT

7.1 Working environment and personnel policy  

SEAONICS shall be a valuable workplace ensuring personal development and an including working environment. We shall act with respect and integrity towards each other and all persons we meet in our work. Discrimination, harassment, bullying and the like is not accepted. Co-workers shall be given the opportunity to use their skills and qualifications in order to contribute to the value of the Company and their personal development.  

7.2 Equality and diversity

SEAONICS respects diversity and views it as strength.  Our employment policy is open and fair. Discrimination of any kind is not tolerated, including discrimination based on ethnicity, colour, gender, age,  disability,  HIV-status,  marital  status,  sexual  orientation,  religion,  political  or  other  opinion, national  or  social  origin,  or  other  status.  Our goal  is  to  have  a  workplace  that  is  free  from  all discrimination and harassment.  

 7.3 Sexual harassment  

Sexual  harassment  creates  an  intimidating  and  hostile  work  situation  and  is  not  tolerated.  Sexual harassment encompasses conduct that is overt or sexually suggestive in content: the scope of such prohibited conduct is not limited to opposite-gender confrontations.  

 7.4 Sexual exploitation  

Any sort of sexual exploitation is forbidden. Sexual exploitation is coercion and/or manipulation by a person  in  a position  of  power  or  influence  where  such  person  provides  any  type  of  employment related  benefit  to another  person  in  exchange  for  any  type  of  sexual  act.  In such situations, the potential victim believes she/he has no choice other than to comply, thus there is no actual consent to the sexual act, which is exploitation.  

 SEAONICS is against purchase of sexual services. Purchase of sexual services may be interlinked with trafficking. Trafficking is illegal and involves breach of human rights. SEAONICS’ Co-workers may not accept  or  solicit  sexual  services  during  or  after  working  hours  when  on  service  on  behalf  of  SEAONICS.

 7.5 Substance use

SEAONICS is a drug free workplace.  Accordingly, being under the influence of intoxicating substances, including alcohol, is strictly forbidden while at work. However, limited amounts of alcohol may  be  served  when  the  occasion or  local  custom  make  it  appropriate  to  do  so,  provided  the consumption of alcohol is not combined with operating machinery, driving or any other act that is incompatible with alcohol consumption. No one should use or encourage others to use substances in a  manner  that  can  place  the  user,  the  Company  or  any  of  its  Business  Associates  in  disrepute  or embarrassment.  

 7.6 Health, Safety and Environment (HSE)

All activities shall be planned and executed in a safe manner to ensure protection of human life and health, the environment, equipment and property. The companys’s HSE strategic goal is zero incidents. All Co-workers  must take  personal  responsibility  for  HSE  by  focusing  on  his  or  her  own  behavior  an openly communicate HSE issues and performance, practice knowledge sharing and by taking active steps to learn best practices. HSE performance is an important tool when hiring staff and to improve, evaluate and reward staff performance. Line management shall prove HSE leadership and implement all HSE policies.

 7.7 Climate and environment

As a heavy industry enterprise, SEAONICS is subject to extensive and changing laws and regulations designed to protect the environment. These  include laws  and regulations relating to air and water quality,  imposing  limitations  on  discharge  of  pollutants  into  the  environment  and  establishing standards for treatment, storage and disposal of toxic and hazardous wastes. 

 SEAONICS takes the environmental responsibilities and corporate and citizenship seriously. We are highly aware of the environmental effects our activities may cause, and thus we take necessary steps to  limit  the  impact  by continuously  developing  technologies,  practices  and  business  opportunities compatible with sustainable development.   

 7.8 Society  

We shall be a responsible company and always pay respect to the societies we are part of, including their environment, culture and religion. SEAONICS sees social contributions as strength in terms of taking positively part in the social development and showing responsibility towards the societies that we are part of. Our presence and operations in developing countries brings extra awareness to our role in the societies we are a part of. We shall see social contributions in the local context, considering government systems, laws and ethics as well as specific needs. In particular, we shall focus on the important role education and training plays as a method for social development and aid.  

 7.9 Conflict of interest and impartiality

Co-workers shall not seek to obtain advantages for themselves (or related persons) that are improper or in any other way may harm SEAONICS interests, whether or not this constitutes criminal fraud. If you become aware of a potential conflict of interest, you shall without delay notify your immediate superior.  

 7.10 Confidentiality

The principle of confidentiality applies to all co-workers. Business information must not be disclosed to third parties. The confidentiality obligations continue after the co-worker has left the company.  

 Strictly confidential information includes, but is not limited to: 

• Contracts and agreements – existence and content 
• Business plans and strategies 
• Technical information concerning products, vessels and equipment 
• Designs and drawings 
• Sensitive employee information such as private telephone numbers and addresses 

7.11 Company resources

SEAONICS’s intellectual property is highly valued. It comprises knowledge, ideas, structures and work methods. These  values  shall  be  protected  and  managed  to  the  best  of  the  Company’s  interests.  SEAONICS shall respect the similar rights of third parties.  

Personal use of SEAONICS resources is forbidden. Resources include funds, property, equipment, and other assets. The company’s resources must not be loaned, sold or donated without approval from the [Managing Director]. Co-workers shall do their best to prevent theft, damage or misuse of the company’s resources by reporting wrongful or suspicious actions by other Co-workers to the proper management level.  

 7.14 Information systems

Electronic communication is considered company records. Information produced and stored on the company’s IT system is regarded as the company’s property. SEAONICS therefore reserves the right to access all such information except where limited by law or agreement. Personal use of information systems must be approved by management. The viewing of offensive material such as pornography on the company’s systems is never permitted. Any downloading, storing or dissemination that is in breach of any copyright law or provision is prohibited. Any use of software in breach of any copyright law or provision is prohibited.  

 8.    RESPECTING HUMAN RIGHTS  

SEAONICS    openly  supports  the  United  Nations  Universal  Declaration  or  Human  Rights  and  the standards  advocated  by  the  International  Labour  Organisation.  We shall make sure that all our activities worldwide are conducted in accordance with these basic human rights standards. The most important human rights matters related to business are:  

• Freedom of expression 
• Freedom of association and collective bargaining 
• Labour standards 
• Forced labour  
• Child labour  
• Minority rights  
• Use of security forces 

 9.    COMBATING CORRUPTION AND IMPROPER PAYMENTS  

9.1 Accurate information, accounting and reporting   

All internal and external business information shall be communicated accurately and thoroughly. All accounting information shall be accurate, registered and quoted in compliance with applicable laws and regulations, including relevant accounting standards. All intentional actions which communicate incorrect accounts will be treated as fraud.  

9.2 Corruption  

Corruption undermines legitimate business and involves distortion of competition, is detrimental to the business reputation and exposes the company and individuals for risk.  SEAONICS is against all forms of corruption and shall work actively to ensure this does not exist in the company.  Co-workers must not offer any party anything of value in order to obtain an improper advantage in selling goods and services, conducting financial transactions or representing the company’s interests to governmental authorities. 

The Company and its Co-workers shall not accept gifts or services (including dining and similar entertainment) of more than symbolic, nominal value, unless approved in writing by appropriate senior management. With regard to approved gifts, a record of the gifts is prepared by the Company and made available to all Co-workers.  Any demand for or offer of sensitive material or questionable payment in any form made to any SEAONICS.

Co-worker must be rejected and reported immediately to management. Examples of items that never is acceptable to give or receive, regardless of value: 

• Cash and checks  
• Drugs or other controlled substances 
• Product and service discounts not available to all employees  
• Personal use of accommodations or transportation  
• Payments of loans used to purchase personal property  

SEAONICS Co-workers shall not, in order to obtain or retain business or other improper advantage in the conduct of business, offer, to promise or give any undue advantage to a public official or a third party to make the official act or refrain from acting in relation to the performance of her/his official duties. This applies regardless whether the advantage is offered directly or through an intermediary.  Corruption is not tolerated in SEAONICS and violations will lead to disciplinary actions.  

 9.3 Facilitation payments (bribe payments)

Facilitation payments are payments made to secure the performance of a routine or necessary action to which the payer has a legal or other entitlement. Such payments are most often small but can also be substantial.  SEAONICS Co-workers shall never initiate nor encourage facilitation payments. Facilitation payments can only be made in exceptional circumstances as in cases of extortion where demands for facilitation payments are associated with expressed or perceived threats to life or health.  

 Examples of transaction and activities where risks of facilitation payments are present are: 

• Immigration 
• Customs clearance 
• Official approvals and permits 
• Work permits  
• Visas 
• Other official approvals and permits 
• Traffic incidents  

9.4 Financial inducements  

Financial inducements are considered as corruption at SEAONICS. Co-workers may never receive or offer payments, grant services etc. in order to induce others to act illegally or dishonestly. Bribes or secret payments or commissions received or made by Co-workers are strictly prohibited.

 9.5 Public Officers

SEAONICS shall not accept gifts or payments or offer any value to Public Officers, except when this is explicitly accepted by the Managing Director. SEAONICS may within reasonability, cover expenses for Public Officers in connection with business activities.  Such  costs  may  be  reasonable  travel,  lodging  and training  costs  when  this  is  legitimate  due  to  business  reasons.  In no event shall such expenses be covered if this represents a breach of the Public Officer’s duties.  

 9.6 Fair competition and competition law

SEAONICS    shall  compete  in  a  fair  at  ethical  responsible  manner  within  the  frames  of  antitrust 

regulations  and  competition  laws  applicable  to  the  markets  in  which  SEAONICS    operates.  This applies to business relations to competitors as well as customers and suppliers.  

 9.7 Gifts, hospitality and expenses

SEAONICS’s Co-workers shall not, directly or indirectly, accept or offer gifts from or to any Business Associate or anyone closely related to a Business Associate, unless such gift is modest. Monetary gifts shall under no circumstances be accepted or offered. Gestures of etiquette such as social gatherings, meals or entertainment may be accepted or offered if it is based on commercial interests and the cost is at a modest level. 

 Travel and lodging costs of employees shall in no event be covered, either directly or indirectly, by a Business Associate. Neither shall SEAONICS offer to cover such expenses for any employee of a business associate.  

9.8 Invites

SEAONICS wishes to facilitate the employees’ networking activities to the benefit of the Company, but not to such an extent that it may be perceived as bribery or breach of the competition regulations. If an  employee  receives  an  invite  to  a  free  trip  or  arrangement,  this  must  be  discussed  with  the immediate  superior.  It  must  be  considered  whether  the  arrangement  is  of  business  interest  to  the Company. 

9.9 Support of political parties or political or religious movements 

SEAONICS funds or other company assets should not be used for political or religious purposes, absent the prior approval of the company’s Managing Director.  SEAONICS    does not support individual political parties or individual politicians. Authorized Co-workers of SEAONICS may participate in the public debate to promote the interests of the Company.  

Co-workers are free to independently participate in the democratic political activity without reference to the Company or the relation between the Co-worker and the Company.   

 
9.10 Charitable donations and sponsorships  

Charitable donations shall be avoided as they may be disguised bribery absent the prior approval of the Company’s Managing Director. Sponsorships shall be conducted in compliance with our basic principles and core values. The  risk  associated  with  charitable  contributions  and  sponsorships  is  that  they  may  prompt allegations of bribery. Charitable contributions and sponsorships are illegal if used as a disguise for bribery.

Risk related to charitable contributions and sponsorships may be reduced by: 

• Ensuring that charitable donations and sponsorships are not being used as a disguise for bribery  
• Performing due diligence or new receivers or partners 
• Being aware of potential conflict of interest 
• Avoiding donations and sponsorships that may be perceived as political contributions 
• Approval of decisions to give a charitable donation or sponsorship at management level. 
• Ensuring that all payments are properly recorded in the accounts 
• Publicly  disclose  all  charitable  donations  and  sponsorships  (confidentiality  clauses  in sponsorship agreements should be avoided) 

10. BUSINESS RELATIONS

10.1 Due diligence on corruption and human rights  

SEAONICS shall manage its business in a trustful manner. All Business Associates is expected to have implemented ethical standards corresponding to those of SEAONICS.   

Before making significant commitments or enter into major projects with new Business Associates, we must  ensure  that  we  have  sufficient  information  about  such  potential  Business  Associates  to determine whether the business relationship may expose SEAONICS  to corruption or human rights issues.  

 The  closer  the  cooperation/relationship,  the  more  important  it  is  for  SEAONICS    to  have  detailed information  of  the  Business  Associate.  Thus  it  may  be  appropriate  to  perform  a  thorough  due diligence investigation of the potential Business Associate, including the evaluation of reputation risks.

 Inform  existing  and  potential  Business  Associates  about  SEAONICS    ethical  guidelines  and views  on human  rights  and  corruption. Obtain the same information from the relevant business associate. Determine differences and prepare an action plan if relevant.  

Require  representations  and  warranties  on  adherence  to  human  rights  and  anti-corruption legislation in the contract, as well as a right to terminate immediately in the event of breach of such representations and warranties. 

Consider  to  perform  due  diligence  investigations  covering  integrity  and  human  rights when entering into projects with unfamiliar Business Associates.  

11. COMPLIANCE 

11.1 Disciplinary actions

Non-compliance  with  the  Policy  and/or  relevant  legislation  may  involve  disciplinary  actions  or dismissal and may be reported to relevant public authorities.   

11.2 Protecting the “whistleblower”

SEAONICS will not impose sanctions or other forms of retribution against any individual who notifies of censurable conditions at the Company provided that the individual adheres to the Whistle-Blowing Policy.  

12. IMPLEMENTATION 

This Policy has been approved by the Managing Director of SEAONICS and shall be effective as of 01.10.2014 and the Policy will be reviewed periodically and may be amended to meet changing circumstances. Any exceptions  to  this  Policy,  where  absolutely  necessary,  will  only  be  granted  in  exceptional circumstances and only with approval of the Managing Director.